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The private placement is the principal alternative method of financing to an SEC registered offering. The private placement avoids registration under the Securities Act of 1933 (the “Securities Act”) with its concomitant costs and delays. It also avoids periodic reporting under the Securities Exchange Act of 1934 (the “Exchange Act”) for foreign private issuers. Issuers frequently resell their private placement securities abroad or to other qualified institutional investors. The combination of statutory exemptions, Rule 144A, Regulation S, and other SEC initiatives enable issuers to take advantage of these benefits

This chapter discusses legal considerations relating to digital assets. The legal aspects of tokenized and non-tokenized assets are evolving. Although some states have enacted specific laws or regulations for digital assets, Congress and federal agencies have been slower to craft specific rules and regulations for such assets. As a result, regulators, such as the Securities and Exchange Commission, Commodity Futures Trading Commission, and Internal Revenue Service, and market participants must apply existing guidance to digital assets. This chapter examines applying specific aspects of federal securities and tax law to digital assets. It also discusses general business law considerations for blockchain and cyber enterprises. The discussion of state law applications centers on the New York Virtual Currency License and Wyoming and Delaware crypto initiatives. This chapter does not provide a comprehensive review of all legal issues related to cryptocurrency. Each legal issue about cryptocurrency is complex and requires separate analyses.

To summarize the technical guidelines for complying with the final crowdfunding rules issued by the US Securities and Exchange Commission (“SEC”) after more than three years of consideration pursuant to the Jumpstart Our Business Startups Act (“JOBS Act”) to permit companies to offer and sell securities through crowdfunding.

Gives an overview of the JOBS Act and the proposed and final crowdfunding rules issued by the SEC; explains how start-ups and other companies can qualify under the final rules; summarizes the disclosure requirements for the issuers; explains the final rules regarding intermediary platforms; and summarizes the proposed rules to facilitate intrastate and regional securities offerings.

While new crowdfunding rules will enable start-up companies to raise money through the Internet in ways that were previously prohibited, the success of these rules in helping start-ups to raise capital easily and efficiently is still to be seen, as there are still significant restrictions and procedural hurdles for a would-be crowdfunding issuer, which makes crowdfunding costly, especially compared to other forms of capital raising.

Provides an overview and summary of the rules from experienced securities lawyers so that start-up companies and investors would be able to comply with the new rules.

The purpose of this paper is to discuss state securities legend requirements for private offerings made pursuant to Rule 506 of Regulation D, with a particular focus on hedge fund and private equity fund issuers.

The paper explains relevant federal and state securities registration laws, including the National Securities Market Improvement Act of 1956 (“NSMIA”), which creates a category of “covered securities” that are partially preempted from certain state securities regulations. Explains that offerings under Rule 506 of Regulation D are “covered securities” under NSMIA, but that an issuer that offers its securities may be considered a broker‐dealer under some state broker‐dealer laws; those state broker‐dealer registration laws may require a state securities legend on offering documents in order to meet a state exemption from registering as a broker‐dealer in the state. It also explains state legend requirements under state broker‐dealer laws in general and then provides detail on four states whose legends practitioners often include in private placement memos: Florida, Georgia, New Hampshire, and Pennsylvania.

The paper finds that state securities legends, other than Florida's legend, will never be required for a Rule 506 offering, and the inclusion of unnecessary legends, even as a precaution, can result in confusion or possibly claims that the issuer has violated state securities laws or included misleading information.

The paper provides practical advice from an experienced securities lawyer.

The time period from the mid-1980s through 2002 is described in this series of research as a “pre-SOX” era of rapid deprofessionalization in U.S. pubic accountancy resulting in the loss of professional status. This was a period, however, when all professions were suffering some deprofessionalization. During the pre-SOX period it appears that leadership in public accountancy responded to a nearly perfect storm of changes confronting the profession with a corporate mentality of management by objectives, commercialization, and profit maximization resulting in constant and substantial net deprofessionalization greater than that of other professions. Starting in the late-1970s and continuing through 2001, some critics of public accountancy have asserted that leaders in the profession either lost or forgot what was required for public accountancy to be recognized as a profession. The conclusion stated in this paper is that public accountancy has lost its professional status in or before 2002. The reasons and events leading to this conclusion are presented and discussed. In the United States it appears as though once professional status is lost, regaining the elite status is more difficult. The question is if public accountancy can learn from history going into the substantial changes to be confronted in the post-SOX era of public accountancy and regain or at least make progress toward regaining professional status.

If you're a prudent entrepreneur, you'll seek capital using the most efficient, least costly path available. Yet you might find your opportunities blocked. Investment bankers may consider your capital requirement too small for a public offering. Commercial bankers may say they're not in the venture capital business. And asset based lenders may claim your assets aren't valuable enough to support the need.

This chapter synthesizes the economics, law, and technology of security tokens and security token offerings (STOs). Security tokens are an increasingly important instrument in decentralized finance (DeFi) markets. They are blockchain-based investment contracts that are subject to securities law. Interoperability, fractional ownership, market liquidity, and rapid settlement are the main reasons security tokens are a primary catalyst for digitizing finance. The chapter empirically compares STOs with initial exchange offerings (IEOs) and initial coin offerings (ICOs). STOs take longer and raise more funding. However, controlling for other factors, the amount raised in STOs and IEOs is lower than in utility-token ICOs. These findings suggest an avenue for future research. Moreover, both the law and the technology of security tokens need to address critical challenges related to the competent jurisdiction in multinational activities and blockchain interoperability, scalability, and natural resource degradation.

The purpose of this paper is to explain changes to the SEC rules governing private offerings of securities, permitting general solicitation and general advertising in certain private placements conducted under Rule 506 of Regulation D under the US Securities Act of 1933, and amending Rule 506 to disqualify certain “bad actors” from private placements conducted under the rule.

The paper explains the new Rule 506(c), which removes the prohibition on general solicitation and general advertising provided that all purchasers are accredited investors and the issuer has taken all reasonable steps to verify that they are accredited investors. The paper explains the final rules relating to bad-actor disqualifications, and also explains several amendments to Regulation D that the SEC has proposed to give the Commission additional insight into the market and help prevent potential fraud.

In adopting these rule amendments simultaneously, the SEC balanced the often counterpoised considerations of promoting capital formation and protecting investors.

Issuers engaging in offerings under the new Rule 506(c) must develop adequate processes to verify the accredited investor status of purchasers and to identify bad actors as defined in the rule.

The paper provides practical guidance from experienced financial services lawyers.

The purpose of this summary is to provide excerpts of selected Financial Industry Regulatory Authority (FINRA) Regulatory Notices and Disciplinary Actions issued in April, May, and June 2010.

The paper provides excerpts from FINRA Regulatory Notice 10‐18, Master Accounts and Sub‐Accounts; 10‐22, Regulation D Offerings; 10‐23, Trade Reporting and Compliance Engine (TRACE); 10‐24, Trade Reporting; 10‐27, Customer Complaint Reporting; and 10‐30, Trading‐Pause Pilot Program; provides summaries of selected disciplinary actions.

(10‐18) If a firm has notice that the sub‐accounts of a master account have different beneficial ownership (but does not know the identities of the beneficial owners) or the firm is privy to facts and/or circumstances that would reasonably raise the issue as to whether the sub‐accounts, in fact, may have separate beneficial owners, then the firm must inquire further and satisfy itself as to the beneficial ownership of each such sub‐account. (10‐22) A broker‐dealer has a duty – enforceable under federal securities laws and FINRA rules – to conduct a reasonable investigation of securities that it recommends, including those sold in a Regulation D offering. (10‐23) On February 22, 2010, the SEC approved the second major proposed expansion of TRACE to include Asset‐backed Securities as TRACE‐Eligible Securities, to require the reporting of Asset‐backed Securities transactions and to establish reporting fees. (10‐27) Starting on July 1, 2010, the beginning of the third calendar quarter, firms must use revised and new product codes to report statistical information regarding written customer complaints relating to annuities and life settlement products. (10‐30) On June 10, 2010, FINRA began a pilot program in which it will halt trading otherwise than on an exchange with respect to securities included in the S&P 500® Index where the primary listing market has issued a trading pause due to extraordinary market volatility. Selected disciplinary actions: FINRA announced that it has settled charges with two additional firms relating to the sale of auction rate securities (ARS) that became illiquid when auctions froze in February 2008. FINRA announced that it has fined five broker‐dealers a total of $385,000 for the illegal sale of more than 8 billion shares of penny stock on behalf of their customers.

These are direct excerpts designed to provide a useful digest for the reader and an indication of regulatory trends. The FINRA staff is aware of this summary but has neither reviewed nor edited it. For further detail as well as other useful information, the reader should visit www.finra.org.